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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Earliest
Event Reported): June 12, 2023
FOXO
TECHNOLOGIES INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-39783 |
|
85-1050265 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
729 N. Washington Ave., Suite 600
Minneapolis, MN |
|
55401 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(612) 562-9447
(Registrant’s telephone
number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE American |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 12, 2023, FOXO Technologies
Inc. (the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation
(“NYSE”) stating that the Company is below compliance with Section 1003(a)(i) in the NYSE American Company Guide (the “Company
Guide”) since it reported stockholders’ deficit of $(30,000) at March 31, 2023, and losses from continuing operations and/or
net losses in its two most recent fiscal years ended December 31, 2022. Section 1003(a)(i) of the Company Guide requires a
listed company to have stockholders’ equity of $2 million or more if the listed company has reported losses from continuing operations
and/or net losses in two of its three most recent fiscal years.
The Company
is now subject to the procedures and requirements set forth in Section 1009 of the Company Guide. The Company has until July 12, 2023,
to submit a plan (the “Plan”) advising of actions it has taken or will take to regain compliance with the continued listing
standards by December 12, 2024. If NYSE accepts the Plan, Company will have an eighteen (18) month cure period to comply with the Plan
and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan. The NYSE American Notice has no immediate
effect on the listing or trading of the Company’s Class A common stock on NYSE American.
The Company
intends to consider available options to regain compliance with the stockholders’ equity requirement, but no decisions have been
made at this time. There can be no assurance that the Company will ultimately regain compliance with all applicable NYSE American listing
standards.
| Item 7.01. |
Regulation FD Disclosure. |
On June 16, 2023, the Company
issued a press release announcing its receipt of the NYSE American Notice. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information under this
Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under
Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained
herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.
Cautionary Statement
Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form
8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “if,” “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other comparable terminology and include statements regarding the NYSE American Notice and whether
the Company will regain compliance with the NYSE American’s continued listing standards. These forward-looking statements are based
on information currently available to the Company’s management as well as estimates and assumptions made by its management and
are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained
in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which
may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from
any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking
statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these
forward-looking statements after such date.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FOXO Technologies Inc. |
| |
|
|
| |
By: |
/s/ Tyler Danielson |
| |
|
Name: |
Tyler Danielson |
| |
|
Title: |
Interim Chief Executive Officer |
Date: June 16, 2023
Exhibit 99.1
FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance
with NYSE Continued Listing Requirements
MINNEAPOLIS, MN, JUNE 16, 2023 — On
June 12, 2023, FOXO Technologies Inc. (NYSEAM: FOXO) (the “Company”) received an official
notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that the Company is
below compliance with Section 1003(a)(i) in the NYSE American Company Guide (the “Company Guide”) since it reported stockholders’
deficit of $(30,000) at March 31, 2023, and losses from continuing operations and/or net losses in its two most recent fiscal years ended
December 31, 2022. Section 1003(a)(i) of the Company Guide requires a listed company to have stockholders’ equity of $2 million
or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal
years.
The Company is now subject to the procedures and
requirements set forth in Section 1009 of the Company Guide. The Company has until July 12, 2023, to submit a plan (the “Plan”)
advising of actions it has taken or will take to regain compliance with the continued listing standards by December 12, 2024. If NYSE
accepts the Plan, the Company will have an eighteen (18) month cure period to comply with the Plan and will be subject to periodic reviews
including quarterly monitoring for compliance with the Plan. The NYSE American Notice has no immediate effect on the listing or trading
of the Company’s Class A common stock on NYSE American, which will continue trading on the NYSE American under the symbol “FOXO”.
The Company intends to consider available options
to regain compliance with the stockholders’ equity requirement, but no decisions have been made at this time. There can be no assurance
that the Company will ultimately regain compliance with all applicable NYSE American listing standards.
About FOXO Technologies Inc. (“FOXO”)
FOXO is a biotechnology company dedicated to improving
human health and longevity through the development of cutting-edge technology and product solutions for various industries, including
life insurance. FOXO’s epigenetic technology applies AI to DNA methylation to identify molecular biomarkers of human health and aging.
FOXO is committed to leveraging the latest advancements in science and technology to help people live better, longer lives. For more information
about FOXO, visit www.foxotechnologies.com.
Forward-Looking Statements
This press release contains
certain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities
Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein, including statements about the
delisting of the Warrants from NYSE American, trading of the Warrants in the over-the-counter market, the continued listing of the Company’s
Class A common stock on NYSE American, and other statements identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning, but the absence of these words does not
mean that a statement is not forward-looking. Any such forward-looking statements are based upon the current beliefs and expectations
of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond the Company’s control. Many factors could cause actual future events
to differ materially from the forward-looking statements in this press release, including but not limited to the possibility that the
Plan will not be accepted by NYSE American, the Company will be unable to satisfy other continued listing requirements of NYSE American
for its Class A common stock to maintain the listing of the Class A common stock on NYSE American; the risk of changes in the competitive
and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and
regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations;
the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future;
potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and
development plans; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the
intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology
industry or in the markets or industries in which FOXO operates, including the highly regulated insurance industry. The foregoing list
of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed
in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and
in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
FOXO assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts / Investor Relations
Matthew Hausch, Cody Slach
Gateway Investor Relations
(949) 574-3860
FOXO@gatewayir.com